Terms of Service

Last Updated: March 14, 2025

Welcome to Human Union Data, Inc.

Welcome to the Terms of Service (these "Terms") for the website, hud.so and related subdomains (the "Website"), operated by Human Union Data, Inc. ("HUD", "Company", "we" or "us"), our evaluations platform, SDK for computer use agents, and related infrastructure (the "Solution") and any related content, tools, features and functionality (collectively with the Solution, the "Services").

These Terms govern your and your authorized users' access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.

For purposes of these Terms, "you" and "your" means you as the user of the Services. If you use the Services on behalf of a company or other entity then "you" includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity's behalf.

Section 12 contains an arbitration clause and class action waiver. By agreeing to these terms, you agree (a) to resolve all disputes (with limited exception) through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and (b) that you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt-out of the arbitration clause and class action waiver as explained in Section 12.

1. Who May Use the Services

1.1 Eligibility. You must be 18 years of age or older to use the Services. By using the Services, you represent and warrant that you meet these requirements.

1.2 Enterprise Users. The Services are primarily designed for use by businesses and organizations, particularly those working in artificial intelligence, machine learning, and computer use agents. All use of the Services is subject to these Terms and, where applicable, an executed agreement between you and HUD (an "Enterprise Agreement").

2. Accounts and Registration

2.1 Creating and Safeguarding your Account. To use the Services, you will need to create an account, which may be linked to your Google account ("Account"). You agree to provide us with accurate, complete, and updated information for your Account. You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password and API keys. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at security@hud.so if you know or have any reason to suspect that your Account, password, or API keys have been stolen, misappropriated, or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.

2.2 API Keys and SDK Access. As part of the Services, we may provide you with API keys or other access credentials. These credentials are unique to your Account and should be kept secure. You are responsible for all activities that occur under your credentials, whether authorized by you or not. You agree not to share your API keys or access credentials with any third party not authorized by you to use the Services on your behalf.

2.3 Authorized Users. You may authorize employees or contractors of your organization to access and use the Services on your behalf ("Authorized Users"). You are responsible for ensuring that all Authorized Users comply with these Terms and use the Services solely for your benefit. You are liable for any breach of these Terms by your Authorized Users.

3. Services Description and Usage

3.1 Services Overview. HUD provides an evaluations platform and SDK for computer use agents. The Services allow you to provision infrastructure, run evaluations against common public evaluation sets or against private commissioned evaluation sets, and access related tools and features.

3.2 Task Runs and Credits. Your use of the Services is measured in "Task Runs." A Task Run is defined as the execution of a single evaluation within HUD environments, specifically corresponding to the provisioning and execution of cloud infrastructure for evaluations as specified by the environment and user-defined configuration. Each Task Run consumes one credit unless otherwise specified in your Enterprise Agreement.

3.3 Service Modifications. We reserve the right to modify, suspend, or discontinue the Services or any portion thereof at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services, except to the extent specified in an applicable Enterprise Agreement.

4. Fees and Payment

4.1 Fees. The fees for the Services ("Fees") are set forth in your Enterprise Agreement or, if you do not have an Enterprise Agreement, on our Website. We reserve the right to change the Fees at any time, provided that any changes to the Fees will be effective thirty (30) days after we post the changes on our Website or notify you via email, unless otherwise specified in your Enterprise Agreement.

4.2 Credits and Task Runs. Your Enterprise Agreement will specify your monthly credit allocation and the pricing for additional credits. Credits are consumed when you execute Task Runs. Unused credits may expire or roll over according to the terms specified in your Enterprise Agreement.

4.3 Payment. You agree to pay all Fees in accordance with your Enterprise Agreement or, if you do not have an Enterprise Agreement, the payment terms on our Website. Unless otherwise agreed, we will charge your credit card or other payment method on file with us for all applicable Fees. We use Stripe as our payment processor and you consent to us providing your payment information to Stripe for processing.

4.4 Taxes. All Fees are exclusive of taxes, and you are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you under these Terms, excluding any taxes based on our net income.

4.5 Late Payments. If you do not pay the Fees when due, we may (a) charge interest on any unpaid amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less, from the payment due date until paid in full, and/or (b) suspend or terminate your access to the Services.

4.6 Fee Disputes. You must notify us in writing of any dispute regarding Fees within thirty (30) days from the date of the invoice or payment, and we will work together in good faith to resolve such dispute. If you do not notify us within such 30-day period, you waive any right to dispute such Fees.

5. Data and Privacy

5.1 Customer Data. "Customer Data" means any data, information, or material provided or submitted by you to the Services. You retain all right, title, and interest in and to your Customer Data. You hereby grant to HUD a non-exclusive, worldwide, royalty-free license to use, reproduce, process, adapt, publicly perform, publicly display, and distribute your Customer Data solely to the extent necessary to provide the Services to you and as otherwise permitted by these Terms and our Privacy Policy.

5.2 Privacy Policy. Our Privacy Policy, available at https://hud.so/privacy-policy, explains how we collect, use, and disclose information about you. By using the Services, you consent to our collection, use, and disclosure of information as described in our Privacy Policy.

5.3 Data Security. We implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data. However, no data transmission over the Internet or data storage system is guaranteed to be 100% secure. If you have questions about the security of your information, please contact us at security@hud.so.

5.4 Data Processing. To the extent that Customer Data contains personal data (as defined under applicable privacy laws) and HUD processes such personal data on your behalf, HUD will process such personal data in accordance with applicable privacy laws and our Data Processing Addendum, which is available upon request.

5.5 Usage Data. Notwithstanding anything to the contrary in these Terms, we may collect and use data relating to your use of the Services and data derived from Customer Data in an anonymized and aggregated manner ("Usage Data") for our own business purposes, including to maintain and improve the Services. All Usage Data will be de-identified and aggregated such that it does not identify you or any individual.

6. Proprietary Rights

6.1 HUD Intellectual Property. The Services, including all intellectual property rights in and to the Services and any modifications, improvements, or derivatives thereof, are and will remain the exclusive property of HUD and its licensors. Except for the limited license granted to you in Section 6.2, nothing in these Terms grants you any right, title, or interest in or to the Services or any intellectual property rights therein.

6.2 Limited License. Subject to your compliance with these Terms, HUD grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the term of these Terms or your Enterprise Agreement, whichever is shorter.

6.3 Feedback. If you provide us with any suggestions, comments, or other feedback relating to the Services ("Feedback"), you hereby grant to HUD a worldwide, perpetual, irrevocable, royalty-free, fully-paid, sublicensable, and transferable license to use, reproduce, modify, create derivative works from, distribute, publicly perform, and publicly display such Feedback for any purpose.

6.4 Reservation of Rights. All rights not expressly granted to you in these Terms are reserved by HUD and its licensors.

7. Restrictions

7.1 Use Restrictions. You shall not, and shall not permit any Authorized User or third party to:

1. Sell, rent, lease, lend, sublicense, distribute, or otherwise transfer or provide access to the Services to any third party;
2. Use the Services to process data on behalf of any third party, except as expressly permitted in an Enterprise Agreement;
3. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithm, structure, or organization of the Services;
4. Modify, translate, or create derivative works based on the Services;
5. Access the Services to build a competitive product or service, or copy any features, functions, or graphics of the Services;
6. Use the Services in a manner that exceeds rate limitations or constitutes excessive or abusive usage;
7. Use any automated means or interface not provided by us to access the Services or to extract data from the Services;
8. Attempt to disable or circumvent any security mechanisms used by the Services;
9. Upload or transmit any viruses, worms, Trojan horses, or other harmful code to the Services;
10. Use the Services in violation of any applicable law or regulation; or
11. Use the Services in any manner that is harmful, fraudulent, deceptive, threatening, abusive, obscene, defamatory, or otherwise objectionable.

7.2 API Usage. If you use our APIs, you must follow our API documentation. We may set and enforce limits on your use of our APIs (e.g., limiting the number of API requests that you may make) at our sole discretion. You agree to, and will not attempt to circumvent, such limitations.

8. Term and Termination

8.1 Term. These Terms will remain in effect until terminated as set forth herein or as set forth in an applicable Enterprise Agreement.

8.2 Termination for Convenience. You may terminate these Terms at any time by cancelling your Account and ceasing all use of the Services. If you have an Enterprise Agreement, termination is governed by the terms of that agreement.

8.3 Termination for Cause. We may suspend or terminate your access to the Services, in whole or in part, if: (a) you breach any provision of these Terms and do not cure such breach within thirty (30) days of our notice to you; (b) you cease doing business in the ordinary course, make an assignment for the benefit of creditors, or are subject to any bankruptcy, reorganization, insolvency, moratorium, or similar proceeding; or (c) we are required to do so by law.

8.4 Effect of Termination. Upon termination of these Terms: (a) all rights and licenses granted to you under these Terms will terminate; (b) you will immediately cease all use of the Services; and (c) any amounts owed to us under these Terms will become immediately due and payable.

8.5 Survival. The following sections will survive termination of these Terms: Sections 4 (to the extent of any outstanding payment obligations), 5 (Data and Privacy), 6 (Proprietary Rights), 9 (Confidentiality), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Dispute Resolution), and 13 (General Provisions).

9. Confidentiality

9.1 Confidential Information. "Confidential Information" means any non-public information disclosed by one party to the other party in connection with these Terms, either directly or indirectly, in writing, orally, or by inspection of tangible objects, and that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, the terms of these Terms (including pricing), business and marketing plans, technology and technical information, product designs, and business processes.

9.2 Exceptions. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (b) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; (c) is received from a third party without breach of any obligation owed to the disclosing party; or (d) was independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

9.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Neither party will disclose Confidential Information of the other party except to its employees, contractors, advisors, and agents who need to know such information for purposes of performing under these Terms and who are bound by confidentiality obligations at least as restrictive as those in this Section 9.

9.4 Compelled Disclosure. If a party is compelled by law to disclose Confidential Information of the other party, it will provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure.

9.5 Remedies. If a party breaches any of its obligations under this Section 9, the other party will be entitled to seek equitable relief, including an injunction, in addition to its other remedies.

10. Disclaimers

10.1 Services Disclaimer. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. HUD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HUD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

10.2 Results Disclaimer. HUD DOES NOT WARRANT OR GUARANTEE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. THE SERVICES ARE TOOLS THAT YOU MAY USE, BUT YOU ARE RESPONSIBLE FOR ASSESSING THE RELEVANCE AND ACCURACY OF ANY RESULTS OBTAINED THROUGH THE SERVICES.

10.3 Third-Party Services. The Services may integrate with or enable access to third-party websites, services, or resources ("Third-Party Services"). HUD does not control and is not responsible for the content, accuracy, availability, or practices of any Third-Party Services. Your use of any Third-Party Services is at your own risk and subject to the terms and conditions applicable to such Third-Party Services.

10.4 Internet Delays. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. HUD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

11. Limitation of Liability

11.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL HUD OR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, LOSS OF USE OR LOSS OF DATA, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH: (A) YOUR ACCESS TO OR USE OF THE SERVICES; (B) ANY CONTENT OBTAINED FROM THE SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY INFORMATION STORED THEREIN; OR (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, EVEN IF HUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, HUD'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO HUD FOR USE OF THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) $1,000.

11.3 Exclusions. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF HUD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

12. Dispute Resolution

12.1 Governing Law. These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.

12.2 Agreement to Arbitrate. You and HUD agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including the determination of the scope or applicability of this agreement to arbitrate, will be determined by binding arbitration in San Francisco, California before a single arbitrator. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction.

12.3 Class Action Waiver. YOU AND HUD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the dispute is subject to arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.

12.4 Exceptions. Notwithstanding the foregoing, either party may seek equitable relief from any court having jurisdiction to prevent the unauthorized use or misuse of the Services or infringement of intellectual property rights.

12.5 Opt-Out Right. You have the right to opt out of the provisions of this Section 12 by sending written notice of your decision to opt out to: legal@hud.so within thirty (30) days of first accepting these Terms. If you opt out of this Section 12, all other provisions of these Terms will remain in effect.

13. General Provisions

13.1 Entire Agreement. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and HUD concerning the Services. If you have entered into an Enterprise Agreement with us, in the event of any conflict between these Terms and the Enterprise Agreement, the Enterprise Agreement will control to the extent of such conflict.

13.2 Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced to the fullest extent under law. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision.

13.3 No Waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of HUD.

13.4 Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. We may assign or transfer these Terms, at our sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

13.5 Notices. All notices under these Terms must be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; and upon receipt, if sent by certified or registered mail, return receipt requested, postage prepaid.

13.6 Force Majeure. HUD will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, epidemics, pandemics, or shortages of transportation facilities, fuel, energy, labor, or materials.

13.7 Headings. The section titles in these Terms are for convenience only and have no legal or contractual effect.

13.8 Contact Information. If you have any questions about these Terms, please contact us at: